Rouge President

Started by AnnaD2 • 11 replies • 1349 views

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AnnaD2 (Florida)
Posts: 960

Posted:

In FLORIDA----The majority of board directors want to appoint a different director to be our president. The current president is not acting in the best interest of the membership. The current president would then be a director (on the board) but not an officer. The current president has threatened to sue the other board members if they attempt to do this. Can't the board of directors change officers if they're unhappy with their initial selection of officer positions? It would not affect the annual election results, as it would still be the same people on the board. I'd appreciate as many responses as possible, please. Thank you.

Jadedone4 (Virginia)
Posts: 495

Posted:

please define "acting in the best interests of membership..."

Is he not using Robert's Rules of Order...
Is he not holding meetings...
Is he signing contracts/checks which have not been approved by board...

If we know what had been done, which is not in the best interest of the community, then we know better how to respond.

I do not question an Officer of the board position to seek legal remedies if his removal was improper - I know this is effectively suing yourself matrix. But if in the greater interest of the community and its well being having an Officer on the board willing to fight off those who may not have pure intentions (IMHO) is a noble act. Now if he has violated any of the above, or any other acts which call into question his ability to lead, and act in the best interest of the community (defined), then vote him out of that office (but as you stated not able to remove from board, unless totally egregious actions have occured).

RogerB (Colorado)
Posts: 5,067

Posted:

Anna, read your By-laws. Usually they allow the Board to remove any officer from office and elect another member to that office. Usually they allow the Board to do so by a majority of the Board members voting at a Board meeting where a quorum is present. Ditto for filling the vacancy of an office.

AnnaD2 (Florida)
Posts: 960

Posted:

Ok, here are a few examples of NOT acting in the best interest of the membership: The board voted to give all residents a 30-day notice for a paving project. She only gave 13 days notice and as a result an owner had his vehicle towed. She appointed an acting secretary with no board approval. She refused to reveal who this person was going to be, even though the other board members requested the information. She gave out board members private e-mail addresses without their permission. She signed a five-year contract with a company with no board discussion, knowledge or approval. She authorized a payment of a member's insurance claim with no board knowledge. Shall I go on?

Jadedone4 (Virginia)
Posts: 495

Posted:

NOPE... had to ask. There are those on boards who would use "guerilla" tactics (either by manipulating By-laws, RRO, etc) to effect their will on the members (and membership). Just wanted to point out that what one considers "objective" can be interpeted as "subjective." As Roger recommended (and since you have met the community's threshold for "not acting in best interest," with the examples provided), us your by-laws to vote he/she out, and move to elect another director to President position.

Caution - if you do this, please make sure that you contact the bank, the MC and another HOA business entity which had previous interaction with the former President and alert them to the new Officer. Be prepared to do some legwork with changing the signature authority, POC (point of contact)information, etc. This is not to say that that this person will not honor their responsibilities to the membership, it is just good business practices.

DwightT (Idaho)
Posts: 664

Posted:

Anna - Roger is right. You need to check your Bylaws. From your description it does sound like your President should be removed from office, but even without those reasons the Board can probably remove any officer. From our Bylaws:
"Any officer may be removed from office with or without cause by the Board."
Note the "with or without cause" part. If the majority of the Board members are not happy with the behavior of any officer, they can vote to remove that officer from office. That person would still be a member of the Board, just not an officer anymore.

As to the threat of a lawsuit, well they can always threaten, and some even carry through with filing the suit. Doesn't mean it will actually go anywhere in court though.

Jadedone4 (Virginia)
Posts: 495

Posted:

Dwight, I agree with your position, but would caution this (as it appears in my gov doc's) that removal of a director requires 2/3's majority vote of the membership, and is silent on removals "for cause, or without cause" from an Officer position. As weird as it sounds I had to read that section a few times before it rang true - that we needed to amend at some point in time.

I know that the comments will flourish here that we have a "bad" set of doc's.. and I am reviewing and reviewing again (after taking aspirin), and then seeking even more advice from legal counsel.

DwightT (Idaho)
Posts: 664

Posted:

I won't comment on if your docs are "bad" or not, but remember that there is a difference between removing an officer and removing a director. In addition to the part that I posted about removing an officer, we also have this in our Bylaws:

"Any Director may be removed from the Board with or without cause, by majority vote of the Members of the Association."

So the Board can remove any officer (including the President) from his position as an officer, but that person would still be a member of the Board. It would take a majority vote (or 2/3's majority in your case) of the homeowners to remove that person from the Board completely.

JM2 (Oregon)
Posts: 439

Posted:

Hi Anna:

If your documents have a procedure for removing an officer, follow that procedure to the letter. Make sure that the motion is very simple:
"I move that we remove X from the role as president." No reason given in the motion, just simply to remove. "Call the question" as soon as you can - no debate, if possible. Just get it done with a minimum of any discussion.

J. Patrick Moore, CMCA

AnnaD2 (Florida)
Posts: 960

Posted:

You think YOUR docs are "bad". Ours were written by the developer and have not been "updated" to reflect our current ownership. Allow me to quote ours: "Any OFFICER may be removed peremptorilty by a vote of two-thirds (2/3) of the Directors present at any duly constituted meeting." At the time they were written, there was a board of three. Now we have a board of five. So we would need FOUR directors to vote to remove an officer in order to meet the 2/3 requirement. No where does it state "majority" of directors. We're sunk. Even though the majority of directors want her removed from the president position.

Jadedone4 (Virginia)
Posts: 495

Posted:

If I am reading/understanding this correctly...

You do have the option to have the President removed (if there is difficulty with two-thirds of board members), by the 2/3's majority of the Membership. While this might not be the most efficient way - if the Membership wants the director out, you have that means.

Curious, if you have five members, and you have stated that the directors want the President out, do you not have four affirmative votes? I am going to assume that you have the President and one other director voting "no" and the other three voting "yes" for removal. If this is the case, then (as far as I can tell) you might need to have the Membership majority vote to remove the President from the board totally.

As always since I am neophyte president here, I will show deference to the wiser folks here.... are there any other options...?

AnnaD2 (Florida)
Posts: 960

Posted:

You are correct--there are three who want her removed, and she and one other director do not. The members already have the required number of signatures on a recall petition to call a special meeting to recall her. Unfortunately they will probably not be able to get the required number of voting members to respond. A lot of people just don't care.

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